SEC Form 4 · accession 0001179110-19-000908
Virtu Financial, Inc. · VIRT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Douglas A Cifu
Officer — Chief Executive Officer · Director
Period of report
Jan 23, 2019
Accepted (ET)
Jan 25, 2019 · 4:06 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001592386
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A common stockF1 | Jan 23, 2019 | M | 16,058 | — | A | 166,058 | D | |
| Class A common stockF2 | Jan 23, 2019 | A | 36,030 | — | A | 202,088 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF3,F4 | — | Jan 23, 2019 | M | 16,058 | D | — | — | Class A common Stock | 16,058 | 32,116 | D |
| Restricted Stock UnitF3,F5 | — | Jan 23, 2019 | A | 54,045 | A | — | — | Class A common stock | 54,045 | 86,161 | D |
| Option AwardF6,F7 | $19.00 | holding | — | — | — | — | — | Class A common stock | 100,000 | 100,000 | D |
| Non-voting common interest units of Virtu Financial LLCF8 | — | holding | — | — | — | — | — | Class A common stock | 2,830,742 | 2,830,742 | D |
| Non-voting common interest units of Virtu Financial LLCF9,F8 | — | holding | — | — | — | — | — | Class A common Stock | 819,804 | 819,804 | I |
Explanation of responses
- F1Shares of Class A common stock issued in settlement of vested restricted stock units ("RSUs") granted under the Issuer's Amended and Restated 2015 Management Incentive Plan.
- F2Shares of Class A common stock granted under the Issuer's Amended and Restated 2015 Management Incentive Plan based on the volume weighted average price of the Issuer's Class A common stock on the three trading days preceding the grant date of 26.6447.
- F3Each RSU is granted under the Issuer's Amended and Restated 2015 Management Incentive Plan and represents a contingent right to receive one share of Class A common stock of the Issuer.
- F4The RSUs vest in three equal installments on January 23, 2019, January 23, 2020 and January 23, 2021.
- F5The RSUs vest in three equal installments on January 23, 2020, January 23, 2021 and January 23, 2022.
- F6Each Option Award was granted under the Issuer's 2015 Management Incentive Plan and represents a contingent right to receive one share of a Class A common stock of the Issuer.
- F7Options Awards vest in equal installments on each of the first four (4) anniversaries of April 15, 2015. Any fractional Option Award resulting from the application of the vesting schedule under the 2015 Management Incentive Plan will be aggregated and the Option Awards resulting from such aggregation shall vest on April 15, 2019.
- F8Pursuant to the terms of the Exchange Agreement, effective as of April 15, 2015, by and among the Issuer, Virtu Financial LLC and the equityholders of Virtu Financial LLC (the "Exchange Agreement"), Virtu Financial Units, together with a corresponding number of shares of Class C Common Stock, may be exchanged for shares of Class A common stock of the Issuer, which have one vote per share and economic rights (including rights to dividends and distributions upon liquidation), on a one-for-one basis at the discretion of the holder. The exchange rights under the Exchange Agreement do not expire.
- F9By a trust, for the benefit of the Cifu Family (the "Cifu Family Trust"). Melissa B. Lautenberg, the reporting person's wife, and Dr. Mitchel A. Lautenberg, Ms. Lautenberg's brother, share dispositive control and voting control over the shares held by the Cifu Family Trust. The reporting person may be deemed to beneficially own the shares held by the Cifu Family Trust by virtue of his relationship with Ms. Lautenberg.